Terms of service
This Site Partnership Agreement (the “Agreement”) sets forth the terms and conditions by and between TheDojo.com (“TheDojo”) and content creator (“You” or “Your”) regarding Your grant of certain rights to TheDojo regarding content you choose to contribute to TheDojo website. The terms and conditions of this Agreement shall apply with respect to content that You post on TheDojo website and any other website that references or links to TheDojo.com.
License & Advertising
In exchange for payment of the fees described in this Agreement, You desire for your Submission(s) to become part of content displayed on TheDojo website and hereby grant to TheDojo a worldwide license to use, perform, modify, promote, display, exploit, and create derivative works of Submissions in connection with TheDojo website and any of its affiliated sites. You hereby grant to TheDojo any and all necessary rights and licenses it may need to perform in accordance with the terms of this Agreement, including for example the right to use Your name, likeness, and logo, registered marks if any, names of properties, etc., and to represent TheDojo as Your representative for the purpose of advertising sales and other promotional opportunities.
Advertising and messaging may be embedded or displayed with your Submission at the discretion of TheDojo, and TheDojo shall have the exclusive right to market and sell advertising on the Submission. TheDojo also shall have the right to use all or any portion of a Submission in connection with its own marketing or advertising purposes. Revenue for advertising shall be collected from third parties, partitioned in accordance with the terms of this Agreement, and distributed via Stripe or through such other means or application as TheDojo may choose from time to time. In the event that You have advertising relationships outside of those made available through TheDojo website, You agree to coordinate with TheDojo in good faith to work with such advertisers.
Term & Termination
This agreement is valid for a period of three (3) years from the date upon which You acknowledge Your acceptance of the Agreement (“Initial Term”). Thereafter, this Agreement shall be automatically renewed for an additional period of three (3) years if not earlier terminated by either party pursuant to the terms of this Agreement.
At any time either party may terminate this Agreement with 30 days written notice to the other party for any reason or no reason. Upon any such termination, neither party will have any further obligation, rights or duties to the other party, except that any undisputed payments owed by TheDojo to You prior to the date of termination will still be deemed payable in the manner provided set forth in this Agreement.
You agree that you are fully responsible and liable for its own content and any and all third-party claims that may arise from its Submissions. This Agreement confers no ownership or control and does not constitute a 'partnership' or 'joint venture' within the legal/corporate meanings of those terms. The parties remain independent of each other and maintain their liabilities as their own. You shall have no claim against the Network hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
During the performance of this Agreement each party may receive certain information from the other party marked confidential. Each party and its affiliates shall not, without the express written consent of the other, disclose that information disclosed by one party to the other and designated confidential to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties. The parties acknowledge and agree that this Agreement may be made publicly available or available to third-parties.
Warranties & Indemnification
You warrant and covenant that: (a) You have full right and power to make and perform this Agreement without the consent of any third party; (b) You have any and all necessary rights or clearances it may need in connection with any Submission (c) that TheDojo’s use of, and sale of advertising on the Submission in accordance with this Agreement will not infringe on the rights of any person or entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity; and (d) that You will not post any Submission that would violate any laws, rules or regulations. You agree to indemnify, defend, and hold harmless TheDojo, its shareholders, its affiliates, officers, directors, employees, agents, successors, licensees and assigns, from and against any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) (collectively, "Claims") arising out of Your breach of any of the obligations, agreements, representations and/or warranties made under this Agreement or Your negligence or willful misconduct.
EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY, YOUR INDEMNIFICATION OBLIGATIONS HEREIN, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR FOR LOST PROFITS. THEDOJO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING A CLAIM.
Neither party may assign this Agreement without the prior written permission of the other party, however, You understand and agree that TheDojo may freely assign this Agreement in the event of a sale of all or substantially all of its stock or assets.
TheDojo shall not be responsible for withholding taxes with respect to Your compensation hereunder.
These Agreement is governed by California law, without regard to its conflicts of laws principles. If a court of competent jurisdiction finds that any provision in any section of this Agreement is illegal, unenforceable or invalid in any respect, then such provision will be ineffective to the extent of such finding without affecting the enforceability or validity of the section in which such provision is found, or any other section of this Agreement. Unless otherwise stated herein, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior statements or agreements, both written and oral. From time to time, TheDojo may modify or amend the terms of this Agreement from time to time upon providing notice to You. Your continued display of Submission(s) shall constitute your acceptance of such modification or amendment.
YOU HEREBY AGREE TO THESE TERMS AND THAT YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE.